Exhibit 10.2


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2015 is by and among OMEGA HEALTHCARE INVESTORS,
INC., a Maryland corporation (the “Borrower”), certain subsidiaries of the Borrower identified on the signature
pages hereto as “Guarantors”, the lenders identified on the signature pages hereto and BANK OF AMERICA, N.A.,
as Administrative Agent.


 


W I T N E S S E T H


 


WHEREAS, the
Borrower, the Guarantors, the lenders party thereto from time to time (the “Lenders”) and the Administrative
Agent have entered into that certain Credit Agreement dated as of June 27, 2014 as amended, supplemented or otherwise modified
prior to the date hereof (the “Existing Credit Agreement”);


 


WHEREAS, the
Borrower, the Guarantors, certain of the Lenders and the Administrative Agent have agreed to amend the Existing Credit Agreement
as set forth herein;


 


NOW, THEREFORE,
in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


PART 1

DEFINITIONS


 


SUBPART 1.1    Certain
Definitions. The following terms used in this Amendment, including its preamble and recitals, have the following meanings:


 


“Amended
Credit Agreement” means the Existing Credit Agreement as amended hereby.


 


“Second
Amendment Effective Date” is defined in Subpart 3.1.


 


SUBPART 1.2    Other
Definitions. Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the meanings provided in the Existing Credit Agreement.


 


PART 2

AMENDMENTS TO 


EXISTING CREDIT AGREEMENT


 


SUBPART 2.1    The
following definitions are hereby added to Section 1.01 of the Existing Credit Agreement in appropriate alphabetical order
to read as follows:


 


“Domestic
Subsidiary” means any Subsidiary of the Borrower that is organized under the laws of the United States or any state thereof
or the District of Columbia.


 


“Foreign
Subsidiary” means any Subsidiary of the Borrower that is not organized under the laws of the United States or any state
thereof or the District of Columbia.


 


“International
Unencumbered Property” means an Unencumbered Property which is located in Australia, Canada, Switzerland or the United
Kingdom.


 




     


     

    

 


SUBPART 2.2    Clause
(d) of the definition of “Unencumbered Property” set forth in Section 1.01 of the Existing Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


(d)       shall be located in the
United States or shall be an International Unencumbered Property; provided, however, that International Unencumbered
Properties may be included in the pool of Unencumbered Properties only to the extent that aggregate value of such properties does
not exceed twenty percent (20%) of the total Unencumbered Asset Value.


 


SUBPART 2.3    Section
6.15(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


(a)        Upon the acquisition, incorporation
or other creation of any Subsidiary of the Borrower that (i) (A) is a Domestic Subsidiary and (B) owns an Unencumbered Property
or provides a guaranty of the Senior Notes or other unsecured Funded Debt and (ii) has not been designated as an Unrestricted Subsidiary,
the Borrower shall cause such Subsidiary to (1) become a Subsidiary Guarantor hereunder through the execution and delivery to the
Administrative Agent of a Subsidiary Guarantor Joinder Agreement on or before the deadline for the delivery of the Compliance Certificate
required pursuant to Section 6.02(a) following the fiscal quarter in which the foregoing conditions for becoming a
Subsidiary Guarantor are met, and (2) deliver such other documentation as the Administrative Agent may reasonably request in connection
with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of
such Subsidiary, favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory
to the Administrative Agent; provided, however, notwithstanding the foregoing, if any Foreign Subsidiary provides
a guaranty of the Senior Notes or other unsecured Funded Debt of the Borrower or any Domestic Subsidiary, then the Borrower shall
cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described in clauses (1) and
(2) of this Section 6.15(a) above.


 


PART 3

CONDITIONS TO EFFECTIVENESS


 


SUBPART 3.1    Second
Amendment Effective Date. This Amendment shall be and become effective as of the date hereof (the “Second Amendment
Effective Date”) when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter
this Amendment shall be known, and may be referred to, as the “Second Amendment”.


 


SUBPART 3.2    Execution
of Counterparts of Amendment. The Administrative Agent shall have received counterparts (or other evidence of execution, including
telephonic message or other electronic imaging means, satisfactory to the Administrative Agent) of this Amendment, which collectively
shall have been duly executed on behalf of the Borrower, the Guarantors, Lenders constituting Required Lenders (as defined in the
Existing Credit Agreement) and the Administrative Agent.


 




    	 	2	 



     

    

 


SUBPART 3.3    Fees
and Expenses. Payment by the Credit Parties to the Administrative Agent of all fees and expenses relating to the preparation,
execution and delivery of this Amendment which are due and payable on the Second Amendment Effective Date.


 


PART 4

MISCELLANEOUS


 


SUBPART 4.1    Construction.
This Amendment is a Credit Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise expressly indicated
therein) be construed, administered and applied in accordance with the terms and provisions of the Amended Credit Agreement.


 


SUBPART 4.2    Representations
and Warranties. The Borrower hereby represents and warrants that it: (a) has the requisite corporate power and authority to
execute, deliver and perform this Amendment, and (b) is duly authorized to, and has been authorized by all necessary corporate
action, to execute, deliver and perform this Amendment, (c) after giving effect to this Amendment, the representations and warranties
contained in Article V of the Amended Credit Agreement are true and correct in all material respects on and as of the date hereof
upon giving effect to this Amendment as though made on and as of such date (except for those which expressly relate to an earlier
date) and (d) no Default or Event of Default exists under the Existing Credit Agreement on and as of the date hereof upon giving
effect to this Amendment.


 


SUBPART 4.3    Counterparts.
This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and
all of which shall constitute together but one and the same agreement. Delivery of an executed counterpart of a signature page
of this Amendment by facsimile or other electronic means shall be effective as delivery of a manually executed original counterpart
of this Amendment.


 


SUBPART 4.4    Binding
Effect. This Amendment, the Amended Credit Agreement and the other Credit Documents embody the entire agreement between the
parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents
represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties. Except as expressly modified and amended in this Amendment, all the terms, provisions and conditions
of the Credit Documents shall remain unchanged and shall continue in full force and effect.


 


SUBPART 4.5    GOVERNING
LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


SUBPART 4.6    Severability.
If any provision of this Amendment is determined to be illegal, invalid or unenforceable, such provision shall be fully
severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the
illegal, invalid or unenforceable provisions.


 


SUBPART 4.7    Affirmation.
Except as specifically amended above, the Credit Documents (and all covenants, terms, conditions and agreements therein), shall
remain in full force and effect, and are hereby ratified and confirmed in all respects by the Borrower. The Borrower covenants
and agrees to comply with all of the terms, covenants and conditions of the Existing Credit Agreement, as otherwise waived, consented
to and amended hereby, notwithstanding any prior course of conduct, waivers, releases or other actions or inactions on Lenders’
part which might otherwise constitute or be construed as a waiver of or amendment to such terms, covenants and conditions.


 




    	 	3	 



     

    

 


SUBPART 4.8    No
Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided in this Amendment,
operate as a waiver of any right, power or remedy of Lenders, nor constitute a waiver of any provision of any Credit Document or
any other documents, instruments and agreements executed or delivered in connection with any of the foregoing. Except as otherwise
provided for in this Amendment, nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events
of Default under the Credit Documents or any of Lenders’ rights and remedies in respect of such Defaults or Events of Default.


 


[SIGNATURE PAGES FOLLOW]


 




    	 	4	 



     

    

 


IN WITNESS WHEREOF,
each of the parties hereto has caused a counterpart of this Second Amendment to Credit Agreement to be duly executed and delivered
as of the date first above written.


 


	BORROWER:	OMEGA HEALTHCARE INVESTORS, INC.
	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 
	GUARANTORS:	OHI ASSET (la), LLC
	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 
	 	By:	Omega TRS I, Inc.,
	 	 	a Member of such company
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 




     


     

    

 


	 	OHI ASSET, LLC
	 	OHI ASSET (ID), LLC
	 	OHI ASSET (CA), LLC
	 	DELTA INVESTORS I, LLC
	 	DELTA INVESTORS II, LLC
	 	OHI Asset (CO), LLC
	 	COLONIAL GARDENS, LLC
	 	WILCARE, LLC
	 	nrs ventures, l.l.c.
	 	ohi asset (ct) lender, llc
	 	ohi asset (Fl), llc
	 	ohi asset (il), llc
	 	ohi asset (mo), llc
	 	ohi asset (oh), llc
	 	ohi asset (oh) lender, llc
	 	ohi asset (pa), llc
	 	ohi asset ii (ca), llc
	 	ohi asset ii (fl), llc
	 	ohi asset cse-e, llc
	 	ohi asset cse-u, llc
	 	OHI ASSET CSb LLC
	 	OHI ASSET (MI), LLC
	 	OHI ASSET (FL) LENDER, LLC
	 	OHI ASSET HUD WO, LLC
	 	OHI ASSET (MD), LLC
	 	OHI ASSET (TX), LLC
	 	OHI ASSET (IN) WABASH, LLC
	 	OHI ASSET (IN) WESTFIELD, LLC
	 	OHI ASSET (IN) GREENSBURG, LLC
	 	OHI ASSET (IN) INDIANAPOLIS, LLC
	 	OHI ASSET HUD SF, LLC
	 	OHI ASSET (IN) AMERICAN VILLAGE, LLC
	 	OHI ASSET (IN) ANDERSON, LLC
	 	OHI ASSET (IN) BEECH GROVE, LLC
	 	OHI ASSET (IN) CLARKSVILLE, LLC
	 	OHI ASSET (IN) EAGLE VALLEY, LLC
	 	OHI ASSET (IN) ELKHART, LLC
	 	OHI ASSET (IN) FOREST CREEK, LLC
	 	OHI ASSET (IN) FORT WAYNE, LLC
	 	OHI ASSET (IN) FRANKLIN, LLC
	 	OHI ASSET (IN) KOKOMO, LLC
	 	OHI ASSET (IN) LAFAYETTE, LLC
	 	OHI ASSET (IN) MONTICELLO, LLC
	 	OHI ASSET (IN) NOBLESVILLE, LLC
	 	OHI ASSET (IN) ROSEWALK, LLC
	 	OHI ASSET (IN) SPRING MILL, LLC


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 




     


     

    

 


	 	OHI ASSET (IN) TERRE HAUTE, LLC
	 	OHI ASSET (IN) ZIONSVILLE, LLC
	 	OHI Asset HUD CFG, LLC
	 	OHI ASSET HUD SF CA, LLC
	 	OHI ASSET (TX) HONDO, LLC 
	 	OHI ASSET (MI) HEATHER HILLS, LLC
	 	OHI ASSET (IN) CROWN POINT, LLC
	 	OHI ASSET (IN) MADISON, LLC
	 	OHI ASSET (AR) ASH FLAT, LLC
	 	OHI ASSET (AR) CAMDEN, LLC
	 	OHI ASSET (AR) CONWAY, LLC
	 	OHI ASSET (AR) DES ARC, LLC
	 	OHI ASSET (AR) HOT SPRINGS, LLC
	 	OHI ASSET (AR) MALVERN, LLC
	 	OHI ASSET (AR) MENA, LLC
	 	OHI ASSET (AR) POCAHONTAS, LLC
	 	OHI ASSET (AR) SHERIDAN, LLC
	 	OHI ASSET (AR) WALNUT RIDGE, LLC
	 	OHI ASSET RO, LLC
	 	OHI ASSET (FL) LAKE PLACID, LLC
	 	OHI ASSET HUD DELTA, LLC
	 	OHI ASSET (IN) CLINTON, LLC
	 	OHI ASSET (IN) JASPER, LLC
	 	OHI ASSET (IN) SALEM, LLC
	 	OHI ASSET (IN) SEYMOUR, LLC
	 	OHI ASSET (WV) DANVILLE, LLC
	 	OHI ASSET (WV) IVYDALE, LLC
	 	OHI MEZZ LENDER, LLC
	 	OHI ASSET (TN) JEFFERSON CITY, LLC
	 	OHI ASSET (TN) ROGERSVILLE, LLC
	 	OHI ASSET CHG ALF, LLC
	 	BAYSIDE STREET, LLC
	 	BAYSIDE STREET II, LLC
	 	OHI (IOWA), LLC
	 	OHI (INDIANA), LLC
	 	OHI (ILLINOIS), LLC 
	 	OHIMA, LLC
	 	STERLING ACQUISITION, LLC
	 	OHI (CONNECTICUT), LLC
	 	FLORIDA LESSOR – MEADOWVIEW, LLC
	 	WASHINGTON LESSOR – SILVERDALE, LLC
	 	GEORGIA LESSOR – BONTERRA/PARKVIEW, LLC
	 	ARIZONA LESSOR – INFINIA, LLC
	 	COLORADO LESSOR – CONIFER, LLC
	 	TEXAS LESSOR – STONEGATE GP, LLC
	 	TEXAS LESSOR – STONEGATE LIMITED, LLC


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 




     


     

    

 


	 	INDIANA LESSOR – WELLINGTON MANOR, LLC
	 	OHI ASSET (FL) LUTZ, LLC
	 	AVIV ASSET MANAGEMENT, L.L.C.
	 	ohi asset hud h-f, llc
	 	ohi asset (ga) dunwoody, llc
	 	ohi asset (ga) roswell, llc
	 	ohi asset (la) baton rouge, llc
	 	ohi asset (ny) 2nd avenue, llc
	 	ohi asset (ny) 93rd street, llc


 


	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	the Sole Member of each of the companies
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


	 	3806 CLAYTON ROAD, LLC
	 	245 EAST WILSHIRE AVENUE, LLC
	 	13922 CERISE AVENUE, LLC
	 	637 EAST ROMIE LANE, LLC
	 	523 HAYES LANE, LLC
	 	GOLDEN HILL REAL ESTATE COMPANY, LLC
	 	11900 EAST ARTESIA BOULEVARD, LLC
	 	2400 PARKSIDE DRIVE, LLC
	 	1628 B STREET, LLC
	 	3232 ARTESIA REAL ESTATE, LLC


 


	 	By:	OHI Asset HUD SF CA, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 




     


     

    

 


	 	ENCANTO SENIOR CARE, LLC
	 	OHI ASSET (AZ) AUSTIN HOUSE, LLC
	 	G&L GARDENS, LLC
	 	PALM VALLEY SENIOR CARE, LLC
	 	RIDGECREST SENIOR CARE, LLC
	 	 
	 	By:	OHI Asset HUD SF, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 
	 	CFG 2115 WOODSTOCK PLACE, LLC
	 	1200 ELY STREET HOLDINGS CO. LLC
	 	42235 COUNTY ROAD HOLDINGS CO. LLC
	 	2425 TELLER AVENUE, LLC
	 	48 HIGH POINT ROAD, LLC
	 	 	 
	 	By:	OHI Asset HUD CFG, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 
	 	Texas Lessor - Stonegate, LP
	 	 	 
	 	By:	Texas Lessor – Stonegate GP, LLC,
	 	 	Its General Partner
	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 




     


     

    

 


	 	PV REALTY – WILLOW TREE, LLC
	 	 	 	 
	 	By:	OHI Asset HUD WO, LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	PAVILLION NURSING CENTER NORTH, LLC
	 	PAVILLION NORTH PARTNERS, LLC
	 	THE SUBURBAN PAVILION, LLC
	 	 	 	 
	 	By:	OHI Asset (OH), LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	OHI ASSET IV (PA) SILVER LAKE, LP
	 	 	 	 
	 	By:	OHI Asset CSE-U Subsidiary, LLC,
	 	 	Its General Partner
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	cse pennsylvania holdings, LP
	 	cse centennial village, lp
	 	 	 	 
	 	By:	OHI Asset CSE-E Subsidiary, LLC,
	 	 	Its General Partner
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CSE DENVER ILIFF LLC
	 	CSE FAIRHAVEN LLC
	 	CSE MARIANNA HOLDINGS LLC
	 	CSE TEXARKANA LLC
	 	CSE WEST POINT LLC
	 	CSE WHITEHOUSE LLC
	 	CARNEGIE GARDENS LLC
	 	FLORIDA REAL ESTATE COMPANY, LLC
	 	GREENBOUGH, LLC
	 	LAD I REAL ESTATE COMPANY, LLC
	 	PANAMA CITY NURSING CENTER LLC
	 	SKYLER MAITLAND LLC
	 	SUWANEE, LLC
	 	OHI ASSET CSE-U SUBSIDIARY, LLC
	 	OHI TENNESSEE, LLC
	 	 	 	 
	 	By:	OHI Asset CSE-U, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE BLOUNTVILLE LLC
	 	CSE BOLIVAR LLC
	 	CSE CAMDEN LLC
	 	CSE HUNTINGDON LLC
	 	CSE JEFFERSON CITY LLC
	 	CSE MEMPHIS LLC
	 	CSE RIPLEY LLC
	 	 	 	 
	 	By:	OHI Tennessee, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CSE CORPUS NORTH LLC
	 	CSE JACINTO CITY LLC
	 	CSE KERRVILLE LLC
	 	CSE RIPON LLC
	 	CSE SPRING BRANCH LLC
	 	CSE THE VILLAGE LLC
	 	CSE WILLIAMSPORT LLC
	 	DESERT LANE LLC
	 	NORTH LAS VEGAS LLC
	 	OHI ASSET CSE-E SUBSIDIARY, LLC
	 	 	 	 
	 	By:	OHI Asset CSE-E, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	PAVILLION NORTH, LLP
	 	 	 	 
	 	By:	Pavillion Nursing Center North, LLC,
	 	 	its General Partner
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	OHI ASSET (PA), LP
	 	OHI ASSET II (PA), LP
	 	OHI ASSET III (PA), LP
	 	 
	 	By:	OHI Asset (OH), LLC,
	 	 	the General Partner of each limited partnership
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE CASABLANCA HOLDINGS LLC
	 	 	 	 
	 	By:	OHI Asset CSB LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE CASABLANCA HOLDINGS II LLC
	 	 	 	 
	 	By:	CSE Casablanca Holdings LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CSE ALBANY LLC
	 	CSE AMARILLO LLC
	 	CSE AUGUSTA LLC
	 	CSE BEDFORD LLC
	 	CSE CAMBRIDGE REALTY LLC
	 	CSE CANTON LLC
	 	CSE CEDAR RAPIDS LLC
	 	CSE CHELMSFORD LLC
	 	CSE CHESTERTON LLC
	 	CSE CLAREMONT LLC
	 	CSE DENVER LLC
	 	CSE DOUGLAS LLC
	 	CSE ELKTON REALTY LLC
	 	CSE FORT WAYNE LLC
	 	CSE FRANKSTON LLC
	 	CSE GEORGETOWN LLC
	 	CSE GREEN BAY LLC
	 	CSE HILLIARD LLC
	 	CSE HUNTSVILLE LLC
	 	CSE INDIANAPOLIS – CONTINENTAL LLC
	 	CSE INDIANAPOLIS – GREENBRIAR LLC
	 	CSE JEFFERSONVILLE – HILLCREST CENTER LLC
	 	CSE JEFFERSONVILLE – JENNINGS HOUSE LLC
	 	CSE KINGSPORT LLC
	 	CSE LAKE CITY LLC
	 	CSE LAKE WORTH LLC
	 	CSE LAKEWOOD LLC
	 	CSE LAS VEGAS LLC
	 	CSE LAWRENCEBURG LLC
	 	CSE LEXINGTON PARK REALTY LLC
	 	CSE LIGONIER LLC
	 	CSE LIVE OAK LLC
	 	CSE LOWELL LLC
	 	CSE MOBILE LLC
	 	CSE MOORE LLC
	 	CSE NORTH CAROLINA HOLDINGS I LLC
	 	CSE NORTH CAROLINA HOLDINGS II LLC
	 	CSE OMRO LLC
	 	CSE ORANGE PARK LLC
	 	CSE ORLANDO – PINAR TERRACE MANOR LLC
	 	CSE ORLANDO – TERRA VISTA REHAB LLC
	 	CSE PIGGOTT LLC
	 	CSE PILOT POINT LLC
	 	CSE PONCA CITY LLC
	 	CSE PORT ST. LUCIE LLC
	 	CSE RICHMOND LLC
	 	CSE SAFFORD LLC
	 	CSE SALINA LLC
	 	CSE SEMINOLE LLC
	 	CSE SHAWNEE LLC
	 	CSE STILLWATER LLC
	 	CSE TAYLORSVILLE LLC


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CSE TEXAS CITY LLC
	 	CSE UPLAND LLC
	 	CSE WINTER HAVEN LLC
	 	CSE YORKTOWN LLC
	 	 	 	 
	 	By:	CSE Casablanca Holdings II LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE LEXINGTON PARK LLC
	 	 	 	 
	 	By:	CSE Lexington Park Realty LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE CAMBRIDGE LLC
	 	 	 	 
	 	By:	CSE Cambridge Realty LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE ELKTON LLC
	 	 	 	 
	 	By:	CSE Elkton Realty LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CSE ARDEN L.P.
	 	CSE KING L.P.
	 	CSE KNIGHTDALE L.P.
	 	CSE LENOIR L.P.
	 	CSE WALNUT COVE L.P.
	 	CSE WOODFIN L.P.
	 	 	 	 
	 	By:	CSE North Carolina Holdings I LLC,
	 	 	the General Partner of each limited partnership
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	OMEGA TRS I, INC.
	 	OHI HEALTHCARE PROPERTIES HOLDCO, INC.
	 	AVIV HEALTHCARE CAPITAL CORPORATION
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CSE PINE VIEW LLC
	 	DIXIE WHITE HOUSE NURSING HOME, LLC
	 	OCEAN SPRINGS NURSING HOME, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS I, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS II, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS III, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS IV, LLC
	 	PENSACOLA REAL ESTATE HOLDINGS V, LLC
	 	SKYLER BOYINGTON, LLC
	 	SKYLER FLORIDA, LLC
	 	SKYLER PENSACOLA, LLC
	 	 	 	 
	 	By:	OHI Asset HUD Delta, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	OHI ASSET (GA) MOULTRIE, LLC
	 	OHI ASSET (GA) SNELLVILLE, LLC
	 	OHI ASSET (ID) HOLLY, LLC
	 	OHI ASSET (ID) MIDLAND, LLC
	 	OHI ASSET (IN) CONNERSVILLE, LLC
	 	OHI ASSET (MS) BYHALIA, LLC
	 	OHI ASSET (MS) CLEVELAND, LLC
	 	OHI ASSET (MS) CLINTON, LLC
	 	OHI ASSET (MS) COLUMBIA, LLC
	 	OHI ASSET (MS) CORINTH, LLC
	 	OHI ASSET (MS) GREENWOOD, LLC
	 	OHI ASSET (MS) GRENADA, LLC
	 	OHI ASSET (MS) HOLLY SPRINGS, LLC
	 	OHI ASSET (MS) INDIANOLA, LLC
	 	OHI ASSET (MS) NATCHEZ, LLC
	 	OHI ASSET (MS) PICAYUNE, LLC
	 	OHI ASSET (MS) VICKSBURG, LLC
	 	OHI ASSET (MS) YAZOO CITY, LLC
	 	OHI ASSET (NC) WADESBORO, LLC
	 	OHI ASSET (OR) PORTLAND, LLC
	 	OHI ASSET (SC) AIKEN, LLC
	 	OHI ASSET (SC) ANDERSON, LLC
	 	OHI ASSET (SC) EASLEY ANNE, LLC
	 	OHI ASSET (SC) EASLEY CRESTVIEW, LLC
	 	OHI ASSET (SC) EDGEFIELD, LLC
	 	OHI ASSET (SC) GREENVILLE GRIFFITH, LLC
	 	OHI ASSET (SC) GREENVILLE LAURENS, LLC
	 	OHI ASSET (SC) GREENVILLE NORTH, LLC
	 	OHI ASSET (SC) GREER, LLC
	 	OHI ASSET (SC) MARIETTA, LLC
	 	OHI ASSET (SC) MCCORMICK, LLC
	 	OHI ASSET (SC) PICKENS EAST CEDAR, LLC
	 	OHI ASSET (SC) PICKENS ROSEMOND, LLC
	 	OHI ASSET (SC) PIEDMONT, LLC
	 	OHI ASSET (SC) SIMPSONVILLE SE MAIN, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST BROAD, LLC
	 	OHI ASSET (SC) SIMPSONVILLE WEST CURTIS, LLC
	 	OHI ASSET (TN) BARTLETT, LLC
	 	OHI ASSET (TN) COLLIERVILLE, LLC
	 	OHI ASSET (TN) MEMPHIS, LLC
	 	OHI ASSET (TX) ANDERSON, LLC
	 	OHI ASSET (TX) BRYAN, LLC
	 	OHI ASSET (TX) BURLESON, LLC
	 	OHI ASSET (TX) COLLEGE STATION, LLC
	 	OHI ASSET (TX) COMFORT, LLC


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	OHI ASSET (TX) DIBOLL, LLC
	 	OHI ASSET (TX) GRANBURY, LLC
	 	OHI ASSET (TX) ITALY, LLC
	 	OHI ASSET (TX) WINNSBORO, LLC
	 	OHI ASSET (UT) OGDEN, LLC
	 	OHI ASSET (UT) PROVO, LLC
	 	OHI ASSET (UT) ROY, LLC
	 	OHI ASSET (VA) CHARLOTTESVILLE, LLC
	 	OHI ASSET (VA) FARMVILLE, LLC
	 	OHI ASSET (VA) HILLSVILLE, LLC
	 	OHI ASSET (VA) ROCKY MOUNT, LLC
	 	OHI ASSET (WA) BATTLE GROUND, LLC
	 	OHI ASSET RO PMM SERVICES, LLC
	 	OHI ASSET (GA) MACON, LLC
	 	OHI ASSET (SC) GREENVILLE, LLC
	 	OHI ASSET (SC) ORANGEBURG, LLC
	 	 	 	 
	 	By:	OHI Asset RO, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
	 	 	 	 
	 	By:	OHI Healthcare Properties Holdco, Inc.,
	 	 	the Principal General Partner of such limited partnership
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	OHI ASSET MANAGEMENT, LLC
	 	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	a Member of such company
	 	 	 	 
	 	 	By:	/s/ Daniel J. Booth
	 	 	Name:	Daniel J. Booth
	 	 	Title:	Chief Operating Officer
	 	 	 	 
	 	By:	Omega TRS I, Inc.,
	 	 	a member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	OHI ASSET (OR) TROUTDALE, LLC
	 	OHI ASSET (PA) GP, LLC
	 	HOT SPRINGS ATRIUM OWNER, LLC
	 	HOT SPRINGS COTTAGES OWNER, LLC
	 	HOT SPRINGS MARINA OWNER, LLC
	 	 	 	 
	 	By:	OHI Asset CHG ALF, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	OHI ASSET (PA) WEST MIFFLIN, LP
	 	BALA CYNWYD REAL ESTATE, LP
	 	 	 	 
	 	By:	OHI Asset (PA) GP, LLC,
	 	 	the General Partner of each limited partnerships
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	BAYSIDE COLORADO HEALTHCARE ASSSOCIATES, LLC
	 	 	 	 
	 	By:	Bayside Street, LLC,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CHR BARTOW LLC
	 	CHR BOCA RATON LLC
	 	CHR BRADENTON LLC
	 	CHR CAPE CORAL LLC
	 	CHR FORT MYERS LLC
	 	CHR FORT WALTON BEACH LLC
	 	CHR LAKE WALES LLC
	 	CHR LAKELAND LLC
	 	CHR POMPANO BEACH BROWARD LLC
	 	CHR POMPANO BEACH LLC
	 	CHR SANFORD LLC
	 	CHR SPRING HILL LLC
	 	CHR ST. PETE BAY LLC
	 	CHR ST. PETE EGRET LLC
	 	CHR TAMPA CARROLLWOOD LLC
	 	CHR TAMPA LLC
	 	CHR TARPON SPRINGS LLC
	 	CHR TITUSVILLE LLC
	 	 
	 	By:	OHI Asset HUD H-F, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CANTON HEALTH CARE LAND, LLC
	 	DIXON HEALTH CARE CENTER, LLC
	 	HUTTON I LAND, LLC
	 	HUTTON II LAND, LLC
	 	HUTTON III LAND, LLC
	 	LEATHERMAN PARTNERSHIP 89-1, LLC
	 	LEATHERMAN PARTNERSHIP 89-2, LLC
	 	LEATHERMAN 90-1, LLC
	 	MERIDIAN ARMS LAND, LLC
	 	ORANGE VILLAGE CARE CENTER, LLC
	 	ST. MARY’S PROPERTIES, LLC
	 	 	 	 
	 	By:	Bayside Street II, LLC,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	AVIV HEALTHCARE PROPERTIES OPERATING PARTNERSHIP I, L.P.
	 	 	 	 
	 	By:	OHI Healthcare Properties Limited Partnership,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	AVIV FINANCING I, L.L.C.
	 	AVIV FINANCING II, L.L.C.
	 	AVIV FINANCING III, L.L.C.
	 	AVIV FINANCING IV, L.L.C.
	 	AVIV FINANCING V, L.L.C.
	 	 	 	 
	 	By:	Aviv Healthcare Properties Operating Partnership I, L.P., the Sole Member of each
    of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	 	 	 
	 	ALAMOGORDO AVIV, L.L.C.
	 	ARMA YATES, L.L.C.
	 	BRADENTON ALF PROPERTY, L.L.C.
	 	CALIFORNIA AVIV, L.L.C.
	 	CHIPPEWA VALLEY, L.L.C.
	 	CLAYTON ASSOCIATES, L.L.C.
	 	COLUMBUS WESTERN AVENUE, L.L.C.
	 	COMMERCE NURSING HOMES, L.L.C.
	 	COMMERCE STERLING HART DRIVE, L.L.C.
	 	CONROE RIGBY OWEN ROAD, L.L.C.
	 	DENISON TEXAS, L.L.C.
	 	FALFURRIAS TEXAS, L.L.C.
	 	FREDERICKSBURG SOUTH ADAMS STREET, L.L.C.
	 	FREEWATER OREGON, L.L.C.
	 	FULLERTON CALIFORNIA, L.L.C.
	 	GERMANTOWN PROPERTY, L.L.C.
	 	HERITAGE MONTEREY ASSOCIATES, L.L.C.
	 	HIGHLAND LEASEHOLD, L.L.C.
	 	HOBBS ASSOCIATES, L.L.C.
	 	HOT SPRINGS AVIV, L.L.C.
	 	HOUSTON TEXAS AVIV, L.L.C.
	 	HUTCHINSON KANSAS, L.L.C.
	 	JASPER SPRINGHILL STREET, L.L.C.
	 	MCCARTHY STREET PROPERTY, L.L.C.
	 	MISSOURI ASSOCIATES, L.L.C.
	 	MISSOURI REGENCY ASSOCIATES, L.L.C.
	 	MOUNT WASHINGTON PROPERTY, L.L.C.
	 	N.M. BLOOMFIELD THREE PLUS ONE LIMITED COMPANY


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	N.M. ESPANOLA THREE PLUS ONE LIMITED COMPANY
	 	N.M. LORDSBURG THREE PLUS ONE LIMITED COMPANY
	 	N.M. SILVER CITY THREE PLUS ONE LIMITED COMPANY
	 	OMAHA ASSOCIATES, L.L.C.
	 	RIVERSIDE NURSING HOME ASSOCIATES, L.L.C.
	 	SANTA ANA-BARTLETT, L.L.C.
	 	SAVOY/BONHAM VENTURE, L.L.C.
	 	SOUTHERN CALIFORNIA NEVADA, L.L.C.
	 	TUJUNGA, L.L.C.
	 	WASHINGTON-OREGON ASSOCIATES, L.L.C.
	 	WEST YARMOUTH PROPERTY I, L.L.C.
	 	WHEELER HEALTHCARE ASSOCIATES, L.L.C.
	 	 	 	 
	 	By:	Aviv Financing I, L.L.C.,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	446 SYCAMORE ROAD, L.L.C.
	 	ALBANY STREET PROPERTY, L.L.C.
	 	ARKANSAS AVIV, L.L.C.
	 	AVERY STREET PROPERTY, L.L.C.
	 	AVON OHIO, L.L.C.
	 	BELLEVILLE ILLINOIS, L.L.C.
	 	BELLINGHAM II ASSOCIATES, L.L.C.
	 	BETHEL ALF PROPERTY, L.L.C.
	 	BHG AVIV, L.L.C.
	 	BIGLERVILLE ROAD, L.L.C.
	 	BONHAM TEXAS, L.L.C.
	 	BURTON NH PROPERTY, L.L.C.
	 	CAMAS ASSOCIATES, L.L.C.
	 	CHAMPAIGN WILLIAMSON FRANKLIN, L.L.C.
	 	CHARDON OHIO PROPERTY, L.L.C.
	 	CHATHAM AVIV, L.L.C.
	 	CLARKSTON CARE, L.L.C.
	 	COLONIAL MADISON ASSOCIATES, L.L.C.
	 	COLUMBUS TEXAS AVIV, L.L.C.
	 	COLVILLE WASHINGTON PROPERTY, L.L.C.
	 	CRETE PLUS FIVE PROPERTY, L.L.C.
	 	CROOKED RIVER ROAD, L.L.C.
	 	CR AVIV, L.L.C.
	 	CUYAHOGA FALLS PROPERTY, L.L.C.


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	DALLAS TWO PROPERTY, L.L.C.
	 	DARIEN ALF PROPERTY, L.L.C.
	 	EAST ROLLINS STREET, L.L.C.
	 	EDGEWOOD DRIVE PROPERTY, L.L.C.
	 	ELITE YORKVILLE, L.L.C.
	 	FALCON FOUR PROPERTY, L.L.C.
	 	FLORIDA ALF PROPERTIES, L.L.C.
	 	FORT STOCKTON PROPERTY, L.L.C.
	 	FOUR FOUNTAINS AVIV, L.L.C.
	 	GILTEX CARE, L.L.C.
	 	GONZALES TEXAS PROPERTY, L.L.C.
	 	GREAT BEND PROPERTY, L.L.C.
	 	GREENVILLE KENTUCKY PROPERTY, L.L.C.
	 	HHM AVIV, L.L.C.
	 	HIDDEN ACRES PROPERTY, L.L.C.
	 	IDAHO ASSOCIATES, L.L.C.
	 	ILLINOIS MISSOURI PROPERTIES, L.L.C.
	 	IOWA LINCOLN COUNTY PROPERTY, L.L.C.
	 	KARAN ASSOCIATES TWO, L.L.C.
	 	KARISSA COURT PROPERTY, L.L.C.
	 	KB NORTHWEST ASSOCIATES, L.L.C.
	 	KENTUCKY NH PROPERTIES, L.L.C.
	 	LOUISVILLE DUTCHMANS PROPERTY, L.L.C.
	 	MAGNOLIA DRIVE PROPERTY, L.L.C.
	 	MANSFIELD AVIV, L.L.C.
	 	MASSACHUSETTS NURSING HOMES, L.L.C.
	 	MINNESOTA ASSOCIATES, L.L.C.
	 	MISHAWAKA PROPERTY, L.L.C.
	 	MONTEREY PARK LEASEHOLD MORTGAGE, L.L.C.
	 	MT. VERNON TEXAS, L.L.C.
	 	MURRAY COUNTY, L.L.C.
	 	MUSCATINE TOLEDO PROPERTIES, L.L.C.
	 	NEW HOPE PROPERTY, L.L.C.
	 	NICHOLASVILLE KENTUCKY PROPERTY, L.L.C.
	 	NORTH ROYALTON OHIO PROPERTY, L.L.C.
	 	NORWALK ALF PROPERTY, L.L.C.
	 	OAKLAND NURSING HOMES, L.L.C.
	 	OCTOBER ASSOCIATES, L.L.C.
	 	OGDEN ASSOCIATES, L.L.C.
	 	OHIO AVIV, L.L.C.
	 	OHIO AVIV THREE, L.L.C.
	 	OHIO AVIV TWO, L.L.C.
	 	OHIO INDIANA PROPERTY, L.L.C.
	 	OKLAHOMA WARR WIND, L.L.C.
	 	OKLAHOMA TWO PROPERTY, L.L.C.
	 	OREGON ASSOCIATES, L.L.C.
	 	OSO AVENUE PROPERTY, L.L.C.
	 	OSTROM AVENUE PROPERTY, L.L.C.
	 	S.C. PORTFOLIO PROPERTY, L.L.C.
	 	PEABODY ASSOCIATES, L.L.C.
	 	PENNINGTON ROAD PROPERTY, L.L.C.
	 	POCATELLO IDAHO PROPERTY, L.L.C.


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	PRESCOTT ARKANSAS, L.L.C.
	 	RAVENNA OHIO PROPERTY, L.L.C.
	 	RICHLAND WASHINGTON, L.L.C.
	 	ROCKINGHAM DRIVE PROPERTY, L.L.C.
	 	SANTA FE MISSOURI ASSOCIATES, L.L.C.
	 	SEARCY AVIV, L.L.C.
	 	SIERRA PONDS PROPERTY, L.L.C.
	 	SKYVIEW ASSOCIATES, L.L.C.
	 	ST. JOSEPH MISSOURI PROPERTY, L.L.C.
	 	STAR CITY ARKANSAS, L.L.C.
	 	STEPHENVILLE TEXAS PROPERTY, L.L.C.
	 	TEXAS FOUR PROPERTY, L.L.C.
	 	TEXHOMA AVENUE PROPERTY, L.L.C.
	 	TULARE COUNTY PROPERTY, L.L.C.
	 	WASHINGTON IDAHO PROPERTY, L.L.C.
	 	WELLINGTON LEASEHOLD, L.L.C.
	 	WEST PEARL STREET, L.L.C.
	 	WHITLOCK STREET PROPERTY, L.L.C.
	 	YUBA AVIV, L.L.C.
	 	 
	 	By:	Aviv Financing II, L.L.C.,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	DANBURY ALF PROPERTY, L.L.C.
	 	RIVERSIDE NURSING HOME ASSOCIATES TWO, L.L.C.
	 	WESTERVILLE OHIO OFFICE PROPERTY, L.L.C.
	 	 	 	 
	 	By:	Aviv Financing III, L.L.C.,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT


 





     


     

    

 


	 	AVIV LIBERTY, L.L.C.
	 	AVIV FOOTHILLS, L.L.C.
	 	CALIFORNIA AVIV TWO, L.L.C.
	 	GARDNERVILLE PROPERTY, L.L.C.
	 	EFFINGHAM ASSOCIATES, L.L.C.
	 	ELITE MATTOON, L.L.C.
	 	KANSAS FIVE PROPERTY, L.L.C.
	 	KARAN ASSOCIATES, L.L.C.
	 	MANOR ASSOCIATES, L.L.C.
	 	NEWTON ALF PROPERTY, L.L.C.
	 	OHIO PENNSYLVANIA PROPERTY, L.L.C.
	 	ORANGE ALF PROPERTY, L.L.C.
	 	POMONA VISTA L.L.C.
	 	RATON PROPERTY LIMITED COMPANY
	 	RED ROCKS, L.L.C.
	 	ROSE BALDWIN PARK PROPERTY, L.L.C.
	 	SALEM ASSOCIATES, L.L.C.
	 	SAN JUAN NH PROPERTY, L.L.C.
	 	SANDALWOOD ARKANSAS PROPERTY, L.L.C.
	 	SEDGWICK PROPERTIES, L.L.C.
	 	SUN-MESA PROPERTIES, L.L.C.
	 	VRB AVIV, L.L.C.
	 	WATAUGA ASSOCIATES, L.L.C.
	 	WILLIS TEXAS AVIV, L.L.C.
	 	 	 	 
	 	By:	Aviv Financing IV, L.L.C.,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT TO CREDIT AGREEMENT



 




     


     

    

 


	 	CASA/SIERRA CALIFORNIA ASSOCIATES, L.L.C.
	 	FLORIDA FOUR PROPERTIES, L.L.C.
	 	KINGSVILLE TEXAS, L.L.C.
	 	GLENDALE NH PROPERTY, L.L.C.
	 	MONTANA ASSOCIATES, L.L.C.
	 	ORANGE, L.L.C.
	 	PEABODY ASSOCIATES TWO, L.L.C.
	 	SEGUIN TEXAS PROPERTY, L.L.C.
	 	SOUTHEAST MISSOURI PROPERTY, L.L.C.
	 	STEVENS AVENUE PROPERTY, L.L.C.
	 	TEXAS FIFTEEN PROPERTY, L.L.C.
	 	 	 	 
	 	By:	Aviv Financing V, L.L.C.,
	 	 	the Sole Member of each of the companies
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	CHARDON OHIO PROPERTY HOLDINGS, L.L.C.
	 	 	 	 
	 	By:	Chardon Ohio Property, L.L.C.,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer
	 	 	 	 
	 	FALCON FOUR PROPERTY HOLDING, L.L.C.
	 	 	 	 
	 	By:	Falcon Four Property, L.L.C.,
	 	 	the Sole Member of such company
	 	 	 	 
	 	By:	/s/ Daniel J. Booth
	 	Name:	Daniel J. Booth
	 	Title:	Chief Operating Officer


 




     


     

    

 


	ADMINISTRATIVE AGENT:	bank of america, n.a.,
	 	as Administrative Agent
	 	 
	 	By:	/s/ Kevin L. Ahart





	 	Name:	Kevin L. Ahart





	 	Title:	Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	LENDERS:	bank of america, n.a., as L/C Issuer, Swing Line Lender and as a Lender
	 	 
	 	By:	/s/ Yinghua Zhang





	 	Name:	Yinghua Zhang





	 	Title:	Director


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	CREDIT AGRICOLE COPORATE AND INVESTMENT BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Thomas Randolph





	 	Name:	Thomas Randolph





	 	Title:	Managing Director


 


	 	By:	/s/ Amy Trapp





	 	Name:	Amy Trapp





	 	Title:	Managing Director


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	JPMORGAN CHASE BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Jane Chang





	 	Name:	Jane Chang





	 	Title:	VP & General Manager


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	CITIZENS BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brad E. Bindas





	 	Name:	Brad E. Bindas





	 	Title:	Senior Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Jamie Johnson





	 	Name:	Jamie  Johnson





	 	Title:	VP


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	CAPITAL ONE, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ J. Stephen Klose





	 	Name:	J. Stephen Klose





	 	Title:	Authorized Signatory


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:	/s/ Emanuel Ma





	 	Name:	Emanuel Ma





	 	Title:	Authorized Signatory


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brian Gross





	 	Name:	Brian Gross





	 	Title:	Authorized Signatory


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	SUNTRUST BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Joshua Turner





	 	Name:	Joshua Turner





	 	Title:	Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	BRANCH BANKING AND TRUST COMPANY,
	 	as a Lender
	 	 	 
	 	By:	/s/ James E. Davis





	 	Name:	James E. Davis





	 	Title:	Senior Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	SUMITOMO MITSUI BANKING CORPORATION,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	STIFEL BANK & TRUST,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	SYNOVUS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Conner Parsons





	 	Name:	Conner Parsons





	 	Title:	Associate


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	BANK OF TAIWAN, A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	/s/ Jane Chang





	 	Name:	Jane Chang





	 	Title:	VP & General Manager


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	LAND BANK OF TAIWAN LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	TAIWAN BUSINESS BANK, LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	TAIWAN COOPERATIVE BANK, LTD., SEATTLE BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	FIRST COMMERCIAL BANK, LTD., A REPUBLIC OF CHINA BANK ACTING THROUGH ITS LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	E. SUN COMMERCIAL BANK, LIMITED, LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	HUA NAN COMMERCIAL BANK LTD., LOS ANGELES BRANCH,
	 	as a Lender
	 	 	 
	 	By:	 





	 	Name:	 





	 	Title:	 


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	By:	/s/ Darin Mullis





	 	Name:	Darin Mullis





	 	Title:	Director


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	COMPASS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Brian Tuerff





	 	Name:	Brian Tuerff





	 	Title:	Senior Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	REGIONS BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Steven W. Mitchell





	 	Name:	Steven W. Mitchell





	 	Title:	Senior Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	THE HUNTINGTON NATIONAL BANK,
	 	as a Lender
	 	 	 
	 	By:	/s/ Michael Shiferaw






	 	Name:	Michael Shiferaw






	 	Title:	Vice President


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT



 




     


     

    

 


	 	THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, as a Lender
	 	 	 
	 	By:	/s/ Anthony Wong





	 	Name:	Anthony Wong





	 	Title:	Senior Vice President





	 	 	Head of Business Development


 


	 	 	 
	 	By:	/s/ Kitty Sin





	 	Name:	Kitty Sin





	 	Title:	Senior Vice President





	 	 	Head of Credit


 


OMEGA HEALTHCARE INVESTORS, INC.


SECOND AMENDMENT